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  Edwards
  Lifesciences Corporation

  One Edwards
  Way

  Irvine,
  California 92614

  Telephone:
  (949) 250-2500

December 22, 2005

Mr. Jay Webb

Reviewing Accountant

Mail Stop 6010

U.S. Securities and

  Exchange Commission

701 First Street, N.E.

Washington, D.C. 20549

  RE:

  Edwards Lifesciences Corporation

  Form 10-K for fiscal year ended December 31, 2004

  Filed March 7, 2005

  File No. 1-15525

  Form 8-K filed October 25, 2005

Dear Mr. Webb:

Set forth
below are the comments from the Staff’s letter dated December 8, 2005 with
respect to Edwards Lifesciences Corporation (the “Company”) Form 10-K as filed
with the SEC on March 7, 2005, and Form 8-K as filed on October 25, 2005, and
the Company’s responses to those comments.

Form 10-K for the year-end
December 31, 2004

Notes to Financial
Statements, page 53

Note 2 Summary of Significant
Accounting Policies, page 53

Investment in Unconsolidated
Affiliates, page 57

STAFF COMMENT

1.               We
see that as of December 31, 2004, Edwards Lifesciences had a $7.5 million
unrealized loss related to a $12.6 million investment in a publicly traded
company.  You indicate that trading value
of the investment has been less than the original cost for greater than one
year.  We also see disclosures in your
2003 Form 10-K that indicate the investment had an unrealized loss of $7.3
million as of December 31, 2003.  Please
tell us why you believe this impairment is temporary.  Tell us when you made the investment and the
name of the

company.  Please describe your
investment impairment analysis and conclusions for each quarterly period this
investment has been trading at values below your historical cost.  Provide us with market information regarding
the high and low trading range and closing value of this stock for each
quarterly period during 2003 to the present.
Consider the guidance at Staff Accounting Bulletin Topic 5M and EITF
03-1 when preparing your response to our comment.  We may have further comments after reviewing
your response.

COMPANY RESPONSE

Summary

The Staff’s comment refers to the Company’s investment in Sangamo
Biosciences, Inc. [NASDAQ: SGMO] (“Sangamo”).
The Company regularly conducts an investment impairment analysis.  When doing so for the third quarter 2005, the
Company concluded (prior to the receipt of the Staff’s December 8, 2005 letter)
that the impairment of the investment in Sangamo was other-than-temporary and
therefore reclassified $8.9 million of unrealized loss from equity to current
earnings (see the Company’s Form 10-Q for the quarterly period ended September
30, 2005, page 7).  For prior periods,
the Company concluded that the impairment was temporary, as described below.

Sangamo Investment

Sangamo is a biotechnology firm that has developed a platform gene
regulation technology and applied it to a variety of commercial opportunities
including drug discovery, therapeutic development, gene correction, manufacture
of protein pharmaceuticals, validation of gene targets and agricultural
biotechnology. These applications by nature have long-term horizons for
demonstrating progress and generating value, driven principally by (1)
therapeutic programs successfully progressing through their development phases
into the clinic; and (2) third party validation of the technology platform in
the form of collaborative partnerships and alliances.

In the first quarter of 2000, the Company entered into a long-term
strategic alliance with Sangamo to continue to develop certain technology, as
follows:

•                  The
Company invested $12.6 million in Sangamo in exchange for a 5-year debenture,
convertible into Sangamo common stock upon completion of an initial public
offering or a sale of its business.

•                  Sangamo
licensed certain technology to the Company in exchange for the Company’s
obligation to make certain milestone payments.
These payments are expensed by the Company as incurred.

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On April 6, 2000, Sangamo successfully raised $48.8 million in an
initial public offering of 3.5 million common shares at $15.00 per share, and
the debenture converted into 842,454 shares of Sangamo common stock with a
basis of $14.84 per share.

Investment Impairment Accounting Guidance

The Company performs a quarterly investment impairment analysis on its
investments to determine whether any other-than-temporary impairments exist.  Management considers the guidance of FAS 115,
Accounting for Certain Investments in Debt &
Equity Securities, paragraph 16, as well as the guidance in SEC
Staff Accounting Bulletin 59 (SAB Topic 5M), “Accounting for
Noncurrent Marketable Equity Securities.” This bulletin identified
several factors which, individually or in combination, may indicate that a
decline is other-than-temporary and that a write-down of the carrying value may
be required, including:

a. The length of the time and the extent to which the market value has
been less than cost;

b. The financial condition and near-term prospects of the issuer,
including any specific events which may influence the operations of the issuer
such as changes in technology that may impair the earnings potential of the
investment or the discontinuance of a segment of the business that may affect
the future earnings potential; or

c. The intent and ability of the holder to retain its investment in the
issuer for a period of time sufficient to allow for any anticipated recovery in
market value.

SAB Topic 5M further requires that “…management…consider all
available evidence to evaluate the realizable value of its investment.”

The Company also considered the guidance contained in EITF 03-01, FSP EITF
03-1, and FSP Nos. FAS 115-1 and FAS 124-1 for each of the relevant periods in
which these standards were effective in evaluating whether investment
impairments were other-than-temporary.

Investment Impairment Analysis

The Company has consistently viewed Sangamo as a long-cycle
biotechnology company with multiple business initiatives underway.  The platform nature of Sangamo’s technology
provides multiple points for increasing enterprise value ranging from
therapeutic applications to enabling technology alliances or partnerships.  Value is driven by successful progress in the
clinic with multiple therapeutic programs (including the Company’s
cardiovascular initiative) and the growing number of enabling technology
partnerships around gene tools, cell lines, protein production and plant
agriculture.  Broader biotechnology
market sentiment may influence Sangamo’s short-term valuation, but, in the
Company’s view, did not impact Sangamo’s underlying value.

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The Company’s quarterly investment impairment analysis for its Sangamo
investment generally included review and analysis of several factors, including:

1.               The
Company’s discussions with Sangamo’s management to review the status of key
internally established development milestones as they relate to Sangamo’s technology.  As a result of the Company’s strategic
alliance with Sangamo, the Company regularly had access to information regarding
technology development that was generally not available to the investor
community.

2.               The
Company’s review of key ongoing clinical trial progress, including the number
of patients enrolled, status of treatments, as well as new requests for
additional clinical trials.  The Company
reviewed ongoing progress and development of the licensed technology with its
research and development professionals.
In addition, Sangamo scientists made regular presentations to the
Company’s Scientific Advisory Board on the progress of Sangamo’s underlying
technology.  This information also was
generally not available to the investor community.

3.               The
Company’s knowledge of Sangamo’s activities relating to new collaboration
agreements, new investor funding and milestone achievements or technology breakthroughs.

4.               The
Company’s review of Sangamo’s financial position, primarily the cash resources
and operating cash flow, to determine if cash levels were sufficient to continue
to fund projected operations and ongoing technology development.

Investment Impairment Considerations

The Company considered numerous facts, including those described below,
to conclude impairment of the Sangamo investment was temporary in nature as of
the end of each of the quarters in 2003 and 2004, and the first two quarters of
2005:

1.               Development
Milestones.  Sangamo’s key internally
established development milestones were progressing and/or remained on track at
each quarter-end throughout 2003, 2004 and the first two quarters of 2005.  There were no changes in technology that
could impair Sangamo’s earnings potential of the investment and the
technological progress supported a positive outlook.  The Company had knowledge and a deeper
understanding of some of the development milestones prior to the investor
community, including:

a.               In
2003:  Sangamo’s active pre-clinical
therapeutic programs (either directly or through partners) had increased from
six to nine — all actively under development and generating pre-clinical
data.  The Company’s ischemic
cardiovascular program, using Sangamo-licensed technology,

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was making rapid progress and had broadened
to include an indication for treating ischemic heart disease in addition to peripheral
artery disease.

In June, Sangamo announced pre-clinical animal
efficacy for a program to develop a novel treatment for ischemic cardiovascular
and peripheral vascular disease.  The
results were very encouraging and validated the program to develop this
technology.

In December, the Company announced that it
expected to file an Investigational New Drug (“IND”) application for the licensed
technology with the U.S. Food and Drug Administration (“FDA”) in the first
quarter of 2004.

b.              In
2004 and the first half of 2005: Sangamo’s active pre-clinical therapeutic
programs (either directly or through partners) had increased from nine to
fourteen — all actively under development and generating pre-clinical data.

In February, Sangamo and the Company
announced the filing of an IND application for FDA clearance with the Phase I/II
trials to begin in the first half of 2004.  In March, FDA clearance
was received to commence the first clinical trial of the drug that the Company had
licensed.  The National Institutes for
Health agreed to provide funding to conduct the clinical trials.

In June, Sangamo announced positive pre-clinical
animal efficacy data for its diabetic neuropathy program and its intention to
file an IND for this indication.  Also, in
the second quarter, the National Institutes for Health screened 77 patients for
the clinical trials, of which 30 qualified, 17 signed to participate, and 9
were under evaluation.  By the fourth
quarter of 2004, five patients had been treated, with two more patients treated
by June 2005. It was originally anticipated that full enrollment would be
completed by the first quarter of 2006, a normal time horizon for clinical
trials.

During the fourth quarter, Sangamo’s
technology platform received further validation from two leading university
hospitals’ interest in the technology licensed to the Company.  Yale University School of Medicine requested the
Company to conduct a Phase I clinical trial on ischemic heart disease.  Discussions are still ongoing.  Also during the fourth quarter, Duke University
School of Medicine offered to conduct a Phase I clinical trial for critical
limb ischemia after having demonstrated success in a pre-clinical animal model.  The Company submitted and filed an IND application
in the first quarter of 2005, and the trial commenced in the second quarter of 2005
and has already enrolled 10 patients.

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The Company continued to believe that the number and scope of Sangamo’s
programs, the range of its third party collaborations and the continued success
in the Company’s Sangamo-related programs would significantly drive the value
of Sangamo.  Moreover, the clinical
momentum was building at the end of 2004 with the anticipation of three to four
Phase I human trials, the likely completion of one or more Phase I trials with
positive data and the planned announcements at major medical meetings.

2.               Volatility of
Sangamo’s Stock Price.  Sangamo’s
stock price (which has had a trading range between $1.21 and $51.38 since
Sangamo’s initial public offering in April 2000) tends to be volatile and
significantly discounted as a result of the inherent uncertainty in the
successful development of the underlying technology. The Company’s management
believed that declines in Sangamo’s stock price were a result of certain
external events (such as the event of September 11, 2001) and general investor
sentiment of the biotechnology sector, and not Sangamo-specific
activities.  In addition, the Company recognized
that, historically, reports of significant positive clinical outcomes can frequently
result in a dramatic increase in the stock price of a biotechnology
company over a relatively short time period. Management strongly believed this
would be the case for Sangamo.  Recent
examples include:  ViroPharm Inc. (VPHM)
which, when it announced the advancement of a drug into Phase 1B clinical
testing on May 24, 2005, the stock surged from below $5 per share to over $15
per share during the quarter after the announcement; and Vertex Pharmaceuticals
Inc. (VRTX) which made a positive announcement about the efficacy of a drug in
early clinical trial studies on May 10, 2005, and the stock rose from
approximately $10 per share to $18 per share by the end of the quarter after
the announcement.

3.               Sangamo’s
Liquidity.  Throughout all periods in
which the Company concluded that the impairment of this investment was
temporary, Sangamo maintained cash and liquid investment reserves sufficient to
continue to fund the ongoing development efforts for the technology for periods
well in excess of one year.

4.               Edwards
Investment Intent.  Throughout all
periods in which the Company concluded that the impairment of this investment
was temporary, the Company had, and presently has, the financial ability and
intent to retain this investment indefinitely. Sangamo’s technology is
considered important to the development of certain of the Company’s next
generation products, and requires a long-term horizon for ongoing development
of new technology.

5.               Sangamo’s
Technology Portfolio.  Sangamo is a
multi-technology (human therapeutics, drug discovery and plant agriculture) biotechnology
company and has the ability to attract many different investors. In addition,
the diversity of

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technology applications serve to dilute the risk
related to any one application failure.

As a result of the systematic quarterly investment impairment reviews
for Sangamo, the Company believed the decline in market value was temporary.  Accordingly, the unrealized loss was not
recorded in the Company’s income statements for years ended December 31, 2003
and 2004, and for the quarters ended March 31, 2005 and June 30, 2005.

Investment Impairment in Third Quarter 2005

Year 2005 began with regulatory approvals for Sangamo’s diabetic
neuropathy program to enter the clinical trial stage and for the Company’s critical
limb ischemia program, and successful completion of the pre-clinical activities
for the ischemic heart disease program.
It was anticipated that as visibility for the Phase I clinical trials
increased and as data were available, the recognized value surrounding these
programs would significantly increase.

The Company expected the market price of Sangamo’s stock to increase not
only as a result of announcements of positive clinical trial results, but also
other operational events.  During the
second half of 2005, Sangamo announced five significant key development